Private Law Theory

ABSTRACT
This Review Essay engages Matteo Gatti’s Corporate Power and the Politics of Change, which documents the growing role of corporations in performing functions traditionally associated with government. After situating Gatti’s book within the burgeoning literature on corporate political governance, it argues that corporations increasingly create and administer bodies of rules that structure important aspects of economic and social life – the ‘laws of corporations’. These rules govern matters ranging from speech and workplace rights to access to goods and services, sometimes mediating the practical exercise of constitutional rights while operating outside ordinary channels of democratic accountability. After examining the legal architecture that enables this form of corporate lawmaking, the Review Essay considers both its potential benefits and the concerns it raises. It concludes by exploring potential responses to the accountability challenges posed by corporate lawmaking while preserving the organizational features that have made the modern corporate form such a productive vehicle for economic activity.

Moon, William J, The Laws of Corporations (August 26, 2026), 125 Michigan Law Review (forthcoming 2027).